The band consisted of vocalist Lisa Boudreau and guitarist Terry Tompkins, with a varying roster of supporting musicians that included Anton Evans on bass, Vic D'Arsie on keyboards, and Curtis Driedger, Allen Baekeland and David Quinton-Steinberg on drums.

[4] Boudreau and Tompkins, a married couple,[5] signed as Lost & Profound to PolyGram in 1992,[6] and released their self-titled debut produced by Richard Bennett.

Memory Thief was also produced by Richard Bennett and featured musicians Jamie Stewart (bass), Kenny Greenberg (guitar), and Michael Organ (drums).

Boudreau and Tompkins recorded a faithful recreation of "Some Velvet Morning", the 1967 psychedelic duet by Nancy Sinatra and Lee Hazlewood for inclusion on Memory Thief.

[4] After a prolonged break, Boudreau and Tompkins reunited as Lost & Profound in 2015, co-producing and releasing a new album Goodbye Mine.